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Form POS EX Skybridge G II Fund,

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October 3, 2022 7:17 AM EDT

As filed with the Securities and Exchange Commission on October 3, 2022

Securities Act File No. 333-265265

Investment Company Act File No. 811-22561

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-2

 

 

(CHECK APPROPRIATE BOX OR BOXES)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933    ☒
PRE-EFFECTIVE AMENDMENT NO.    ☐
POST-EFFECTIVE AMENDMENT NO. 1    ☒

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940    ☒
AMENDMENT NO. 27    ☒

 

 

SKYBRIDGE G II Fund, LLC

(Exact name of Registrant as specified in Charter)

 

 

527 Madison Avenue, 4th Floor

New York, New York 10022

(Address of principal executive offices)

 

 

Registrant’s Telephone Number, including Area Code: (212) 485-3100

A. Marie Noble, Esq.

SkyBridge Capital II, LLC

527 Madison Avenue, 4th Floor

New York, New York 10022

(Name and address of agent for service)

 

 

COPY TO:

Rajib Chanda, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

 

☐

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

 

☒

Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

 

☐

Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

 

☐

Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

 

☐

Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

 

☐

when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

 

☐

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

☐

This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

 

☐

This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

 

☒

This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-265265.

Check each box that appropriately characterizes the Registrant:

 

☒

Registered Closed-End Fund (closed-end  company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

 

☐

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

 

☐

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

 

☐

A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

 

☐

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

 

☐

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).

 

☐

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

 

☐

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-265265) of SkyBridge G II Fund, LLC (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note, Part C of the Registration Statement, and Exhibit 2(k)(6). This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference. The registration fee was paid in connection with Registrant’s previous filings.

PART C - OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

 

(1)

    Audited Financial Statements for the fiscal year ended March  31, 2022 (including Statement of Assets and Liabilities, Statement of Operations, Statement of Changes, Statement of Cash Flows, Financial Highlights, Notes to Same), filed with the Registrant’s annual report under the Investment Company Act on Form N-CSR on June 1, 2022 (File No. 811-22561) and incorporated herein by reference.

(2)

    Exhibits:

(2)(a)(1)

    Certificate of Formation of Limited Liability Company.(1)

(2)(a)(2)

    Certificate of Amendment to Certificate of Formation.(2)

(2)(a)(3)

    Third Amended and Restated Limited Liability Company Agreement.(6)

(2)(b)

    Not Applicable.

(2)(c)

    Not Applicable.

(2)(d)

    See Item 25(2)(a)(3).

(2)(e)

    Not Applicable.

(2)(f)

    Not Applicable.

(2)(g)

    Form of Investment Advisory Agreement.(1)

(2)(h)

    Form of Distribution Agreement.(1)

(2)(i)

    Not Applicable.

(2)(j)

    Form of Custody Agreement.(2)

(2)(k)(1)

    Form of Administration, Accounting and Transfer Agent Services Agreement.(2)

(2)(k)(3)

    Powers of Attorney.(3)

(2)(k)(4)

    Powers of Attorney.(4)

(2)(k)(5)

    Power of Attorney of James Jackson.(6)

(2)(k)(6)

    Power of Attorney of Kristin Smith.(6)

(2)(k)(7)

    Third Amended and Restated Administrative and Investor Services Agreement.*

(2)(k)(8)

    Investment Advisory Agreement between Skybridge G II Sub-Fund I Ltd. and Skybridge Capital II, LLC. (7)

(2)(l)(1)

    Opinion and Consent of Richards, Layton & Finger with respect to the legality of shares.(7)

(2)(m)

    Not Applicable.

(2)(n)(1)

    Consent of Independent Registered Public Accounting Firm.(7)

(2)(n)(2)

    Report of Independent Registered Public Accounting Firm.(7)

(2)(o)

    See Item 25(1) above.

(2)(p)

    Not Applicable.

(2)(q)

    Not Applicable.

(2)(r)(1)

    Code of Ethics.(5)

(2)(r)(2)

    Code of Ethics of the Company.(4)

(2)(s)

    Calculation of Filing Fee Table(7)

 

1

Filed with the Registrant’s initial registration statement under the Investment Company Act of 1940 on Form N-2 on May 20, 2011 (File no. 811-22561) and incorporated herein by reference.

 

2

Filed with the Registrant’s annual report under the Investment Company Act of 1940 on Form N-2 on September 27, 2011 (File no. 811-22561) and incorporated herein by reference.

 

3

Filed with Amendment No. 17 to the Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2 on June 6, 2019 (File no. 811-22561) and incorporated herein by reference.

 

4

Filed with Amendment No. 21 to the Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2 on June 17, 2020 (File no. 811-22561) and incorporated herein by reference.

 

5

Filed with Amendment No. 22 to the Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2 on June 29, 2020 (File no. 811-22561) and incorporated herein by reference.

 

6

Filed with Amendment No. 25 to the Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2 on May 27, 2022 (File no. 811-22561) and incorporated herein by reference.

 

7

Filed with Amendment No. 26 to the Registrant’s registration statement under the Investment Company Act of 1940 on Form N-2 on July 29, 2022 (File no. 811-22561) and incorporated herein by reference.

 

*

Filed herewith.

ITEM 26. MARKETING ARRANGEMENTS

Not Applicable.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

All figures are estimates:

   

Blue Sky Fees and Expenses (including fees of counsel)

    $ 23,000  

Accounting fees and expenses

    $ 20,000  

Legal fees and expenses

    $ 154,000  

Printing and engraving

    $ 25,000  

Offering Expenses

    $ 103,000  

Miscellaneous

    $ 15,000  
  

 

 

  

Total

    $ 340,000 2 
  

 

 

  
2 

Please note that these are estimates.

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

After completion of the offering of Shares, the Registrant expects that no person will be directly or indirectly controlled by or under common control with the Registrant, except that the Registrant may be deemed to be controlled by SkyBridge Capital II, LLC (the “Adviser”), the investment adviser to the Registrant, and under common control with SkyBridge Multi-Adviser Hedge Fund Portfolios LLC. The Adviser is a limited liability company formed under the laws of the State of Delaware. Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-71056). Additional information regarding SkyBridge Multi-Adviser Hedge Fund Portfolios LLC is available in such entity’s registration statement on Form N-2 on file with the Securities and Exchange Commission, as amended from time to time, and is incorporated herein by reference.

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

Title of Class: Shares of Limited Liability Company Interest in the Company (designated as “Shares”)

Number of Record Holders for the Company (as of June 30, 2022): 281.

ITEM 30. INDEMNIFICATION

The Registrant hereby undertakes that it will apply the indemnification provisions of the LLC Agreement in a manner consistent with Investment Company Act Release No. 11330 (Sept. 4, 1980) issued by the Securities and Exchange Commission, as long as the interpretation of Sections 17(h) and 17(i) of the Investment Company Act contained in that release remains in effect.

The Registrant maintains insurance on behalf of any person who is or was an Independent Director, officer, employee or agent of the Registrant, against certain liability asserted against him or her and incurred by him or her or arising out of his or her position. In no event, however, will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person or any act for which the Registrant itself is not permitted to indemnify.

Insofar as indemnification for liability arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, executive officer or partner of the Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set out in the Registrant’s Prospectus in the section entitled “The Adviser.”

Additional information regarding the Adviser and its officers and directors is set out in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-71056).

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

Certain required accounting related and financial books and records of the Registrant will be maintained by the Registrant at 527 Madison Avenue, 4th Floor, New York, New York 10022. The other required books and records are maintained by BNYM at 400 Bellevue Parkway, Wilmington, Delaware, 19809.

ITEM 33. MANAGEMENT SERVICES

Not Applicable.

ITEM 34. UNDERTAKINGS

 

  1.

Not applicable.

 

  2.

Not applicable.

 

  3.

The Registrant undertakes:

a. to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(1), to include any prospectus required by Section 10(a)(3) of the 1933 Act [15 U.S.C. 77j(a)(3)];

(2), to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.; and

(3), to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

b. that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

d. that, for the purpose of determining liability under the 1933 Act to any purchaser:

(1) Not applicable.

(2) Each prospectus filed pursuant to Rule 424(b) under the 1933 Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

e. that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1), any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the 1933 Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

(3), the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the 1933 Act [17 CFR 230.482] relating to the offering contain material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4), any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4. Not applicable.

5. Not applicable.

6. Not applicable.

7. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any combined prospectus and statement of additional information.

FORM N-2

SkyBridge G II Fund, LLC

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has caused this registration statement to be signed on its behalf by the undersigned duly authorized person, in New York, New York, on the 3rd day of October, 2022.

 

SkyBridge G II Fund, LLC
By:  

/s/ Raymond Nolte

  Name: Raymond Nolte
  Title: President (Principal Executive Officer and Director)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated.

 

Signature

   

Title

   

Date

/s/ R. Stephen Hale*

R. Stephen Hale

    Director    October 3, 2022

/s/ James Jackson*

James Jackson

    Director    October 3, 2022

/s/ Kristin Smith*

Kristin Smith

    Director    October 3, 2022

/s/ Brett S. Messing*

Brett S. Messing

    Director    October 3, 2022

/s/ Raymond Nolte

Raymond Nolte

    President (Principal Executive Officer and Director)    October 3, 2022

/s/ Robert J. Phillips*

Robert Phillips

    Treasurer (Principal Financial and Accounting Officer)    October 3, 2022

 

*By:  

/s/ Christopher Hutt

  Christopher Hutt
  Power of Attorney

Exhibit Index

 

(2)(k)(7)   Third Amended and Restated Administrative and Investor Services Agreement.

ATTACHMENTS / EXHIBITS

EX-99.(2)(K)(7)


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